Alliancefor Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada By-Laws

Consolidated to May 2010 amendments.

Objects of the Alliance for Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada:

1. The objects of the Corporation are:

A. To serve as a vehicle for self-improvement by the blind and for public education about blindness throughout the dominion of Canada.

B. To function as a mechanism through which the blind and interested sighted persons can come together in local, provincial, and national meetings to plan and carry out programs to improve the quality of life for the blind.

C. To provide a means by which blind adults can share their experiences and act as mentors for blind children and support parents in their efforts to improve educational opportunities for blind children.

D. To create a climate through public education to increase opportunities for blind people in employment and social integration.

E. To take any other action similar to those above which will improve the overall condition and standard of living of the blind.

Definitions

2. In these by-laws:

A. "Active Member" means any individual resident in Canada for at least 183 days per year who pays their annual membership dues to the Corporation, a local chapter, a division or a provincial or territorial affiliate;

B. "Blind" refers to an individual with no vision or light perception;

C. "Corporation" means "Alliance for Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada"

D. "Deaf-Blind" means an individual who is deaf or hard of hearing and blind or partially sighted as these latter two terms are defined in these bylaws;

E. "Life Member" means an individual who has become an active member for life by making a one-time payment of ten times the annual membership fee to the applicable body.

F. "Membership Meeting" means an annual, general or special meeting of the Corporation as these terms is defined in the Canada Corporations Act;

G. "Partially Sighted" refers to an individual with 20/60 vision or less in their better eye with correction or a visual field of less than ten degrees;

H. In Section 1 of these bylaws only, blind means blind, partially sighted or deaf-blind as these terms are defined in section two of these by-laws.

I. "In writing", "signed" or "written" refer to documentation which may be handwritten or sent via a known or recognized email address of the person(s) involved.

J. "In person" means a member is present in the room in which a membership meeting is taking place or is able to communicate and participate in the membership meeting through other means including, but not limited to, a telephone, videoconference, or the Internet.

Interpretation

3. In these by-laws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and Corporations.

Head Office

4. Until changed in accordance with the Canada Corporations Act, the Head Office of the Corporation shall be in Kelowna, British Columbia.

Fiscal Year

5. The fiscal year of the Corporation will be from January 1st to December 31st of the same calendar year.

Ownership of the Name, Alliance for Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada.

6. The name Alliance for Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada, any variant thereof, and any corporate logos, copyrights, patents, industrial designs or trademarks which have been registered as at May, 2005, are the property of the Corporation. The Corporation is authorized to register such further copyrights, patents, trademarks and industrial designs from time to time which may come into existence in the future.

Any affiliate, division or chapter which ceases to be part of the Corporation (for whatever reason) shall forthwith forfeit the right to use the name "Alliance for Equality of Blind Canadians / L'Alliance pour l'Égalité des Personnes Aveugles du Canada", any variation thereof or any logos, copyrights, trademarks, patents or industrial designs belonging to the Corporation as at the date that the chapter, division or provincial or territorial affiliate ceases to belong to the Corporation.

Conditions of Membership

7.  The majority of the active members of this Corporation must be blind, deaf-blind or partially sighted.

Active Members

8. Active members may be members-at-large or belong to chapters, provincial or territorial affiliates or divisions.

Rights of Active Members

9. Active members have the following rights:

A. To serve on committees of the organization;

B. To vote at meetings of chapters, provincial or territorial affiliates or divisions to which the member belongs;

C. To move and second motions at meetings of chapters, provincial or territorial affiliates or divisions to which the member belongs;

D. To speak at any meetings of chapters, provincial or territorial affiliates or divisions;

E. Any active member may vote, move or second motions or speak at membership meetings.

Exception

10. Only active members who are blind, deaf-blind or partially sighted may serve on the Board of Directors of the Corporation. In addition, a minimum of

50% of the executives of each chapter and provincial or territorial affiliate must be comprised of active members who are blind, deaf-blind or partially sighted. The President and the Vice-President of chapters, provincial or territorial affiliates must be blind, deaf-blind or partially sighted.

Life Members

11. Life members will become active members of the Corporation upon the payment of ten times the annual membership fee to the applicable body.

Powers of the Membership

12. The membership has the following powers:

A. The membership is the supreme authority of the Corporation;

B. The membership is the final authority on all matters of policy;

C. All membership decisions shall be made after opportunity has been afforded for full and fair discussion at a membership meeting;

D. Members in attendance either in person or by proxy may participate in all membership meeting discussions as a matter of right;

E. Any active member of the Corporation may make or second motions, propose nominations, and serve on committees; and

F. Any active member is eligible for election to office, except that only blind, deaf-blind or partially sighted active members may be elected to the Board of Directors or to the positions of President and Vice-President of any chapter or provincial or territorial affiliate.

Membership Dues

13. The Board of Directors shall determine the annual dues to be paid by active members and dues paid on or after October first shall entitle an individual to all the rights and privileges of an active member from the date of payment until December 31 of the succeeding year. No person may vote at a membership meeting of the Corporation unless s/he has paid membership dues more than 45 days prior to the date of commencement of the membership meeting.

Voting Privileges of Active Members at Division, Chapter or Provincial or Territorial Affiliate Meetings

14. Active members may vote at any chapter, provincial or territorial affiliate or division meeting upon payment of membership dues to the applicable body.

Resignation

15. Any member may resign at any time by providing his or her resignation in writing to the secretary of the Corporation.

Membership Discipline

16. Any member may be reprimanded, suspended or expelled by the Board of Directors for violation of these by-laws, violation of membership resolutions or for conduct unbecoming a member of the Corporation provided that:

A. At least five directors vote in favor of the proposed action to be taken;

B. The member is given an opportunity to address the Board of Directors in a fair and open process to defend their position and their actions before the final decision is made;

C. Before taking any steps under paragraphs (A) or (B) above, the Board of Directors must make reasonable efforts to resolve the issue through negotiation with the member;

D. Any decision to reprimand, suspend or expel a member takes effect immediately after the decision is made;

E. Any member may ask that their reprimand, suspension or expulsion be reviewed at the next membership meeting;

F. The membership may expunge a reprimand, suspension or expulsion of a member from the Corporation's records by majority vote at a membership meeting.

Procedures in Discipline Matters

17. The Board of Directors is empowered to design whatever procedures are necessary to ensure that the provisions of bylaw 18, above are administered reasonably and fairly in all membership discipline matters.

Discipline of Chapters, Provincial or territorial Affiliates and Divisions

18. The Board of Directors has the power to reprimand, suspend or reorganize a chapter. The procedures set forth in By-laws 18 and 19 above apply to the disciplining of chapters, provincial or territorial affiliates and divisions except that chapter, provincial or territorial affiliate or division replaces the word member where appropriate.

Provincial or Territorial Affiliates

19. The Corporation may create up to 13 provincial or territorial affiliates as follows:

A. Each province or territory may only have one provincial or territorial affiliate;

B. The majority of active members of each provincial or territorial affiliate must be blind, deaf-blind or partially sighted;

C. 50% of the officers of the provincial or territorial affiliate must be blind, deaf-blind or partially sighted and the President and Vice-President of said body must be blind, deaf-blind or partially sighted;

D. Each provincial or territorial affiliate must submit a written constitution and by-laws to the President and the Secretary of the Corporation. The constitution and by-laws must set forth the structure of the provincial or territorial affiliate, the authority of its officers, and the basic procedures it will follow. The provincial or territorial affiliate may not become a provincial or territorial affiliate of the corporation until the constitution and by-laws are approved by the Corporation's Board of Directors and the membership of the provincial or territorial affiliate itself;

E. The constitution must contain provisions incorporating these by-laws and the letters patent of the Corporation;

F. The proposed provincial or territorial affiliate must submit the names and addresses of its officers to the president and the Secretary of the Corporation;

G. The proposed provincial or territorial affiliate must submit the names and addresses of its members to the secretary of the Corporation;

H. The Board of Directors has the power to create such other procedures as may be required from time to time with respect to the information which provincial affiliates are required to supply, review applications for provincial affiliate status or approve such applications as the need arises.

Rights of Provincial or Territorial Affiliates

20. Each provincial affiliate has the following rights:

A. To use the Corporation's name, logo, charitable number and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and

B. To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.

Responsibilities of Provincial or Territorial Affiliates

21. Provincial and territorial affiliates have the following responsibilities:

A. To follow and abide by the provisions of the Corporation's letters patent and these by-laws;

B. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation's membership and its Board of Directors;

C. To ensure that the majority of both its members, its President, Vice-President and 50% of its officers in total are blind, deaf-blind or partially sighted;

D. To present an accounting of all of its receipts and expenditures to the Corporation. All charitable tax receipts must be issued by the Corporation's head office.

Conventions of Provincial or Territorial Affiliates

22. A General convention of the membership of an affiliate or of the elected delegates of the membership of that affiliate must be held and its principal executive officers must be elected at least once every two years.

Chapters

23. The Corporation or any provincial or territorial affiliate may create chapters provided that the following conditions are met:

A. The majority of active members of each chapter must be blind, deaf-blind or partially sighted;

B. The President, the Vice-President and 50% of the officers of the chapter in total must be blind, deaf-blind or partially sighted;

C. Each chapter must submit a written constitution and by-laws to the President and the Secretary of the Corporation and/or the president of and the secretary the provincial or territorial affiliate. The constitution and by-laws must set forth the structure of the chapter, the authority of its officers, and the basic procedures that it will follow. The chapter may not become a chapter of the Corporation or a provincial or territorial affiliate until the constitution and by-laws are approved by the Corporation's Board of Directors, the provincial affiliate's executive, if one exists at the time the chapter is created, and the membership of the chapter itself;

D. The chapter's constitution must contain provisions incorporating these by-laws and the letters patent of the Corporation;

E. The proposed chapter must submit the names and addresses of its officers to the president and the Secretary of the Corporation and the president and the secretary of the provincial or territorial affiliate if applicable;

F. The proposed chapter must submit the names and addresses of its members to the secretary of the Corporation and the provincial or territorial affiliate if applicable;

G. The Board of Directors has the power to create such other procedures as may be required from time to time regarding additional information which may be required before a chapter may join the Corporation, review applications for chapter status and approve such applications as the need arises.

Rights of Chapters

24. Each chapter has the following rights:

A. To use the Corporation's name, charitable number, logo and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and

B. To distribute and copy any membership development and other materials produced by the Corporation for distribution to members, potential members or members of the general public.

Responsibilities of Chapters

25. Chapters have the following responsibilities:

A. To follow and abide by the provisions of the Corporation's letters patent and these by-laws;

B. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation's membership and its Board of Directors;

C. To ensure that the majority of its members and the majority of its officers, including the president and vice-president, are blind, deaf-blind or partially sighted; and

D. To present an accounting of all of its receipts and expenditures to the Corporation when requested to do so by the Corporation. All charitable tax receipts must be issued by the Corporation's head office.

Divisions

26. The Corporation may create divisions when the following conditions are met:

A. Each division must submit a written constitution and by-laws to the President and the Secretary of the Corporation. The constitution and by-laws must set forth the structure of the division, the authority of its officers, and the basic procedures that it will follow. The proposed division may not become a division of the corporation until the constitution and by-laws are approved by the Corporation's Board of Directors and the membership of the division itself;

B. The constitution must contain provisions incorporating these by-laws and the letters patent of the Corporation;

C. The proposed division must submit the names and addresses of its officers to the president and the Secretary of the Corporation;

D. The proposed division must submit the names and addresses of its members to the Secretary of the Corporation;

E. The Board of Directors has the power to create such other procedures as may be required from time to time regarding such other conditions as divisions must satisfy to become divisions of the Corporation, review applications for division status or approve such applications as the need arises.

Rights of Divisions

27. Each division has the following rights:

A. To use the Corporation's name, charitable tax number, logo and other materials prepared by the Corporation for public education, membership development and fund-raising purposes; and

B. To distribute and copy any membership development, and other materials produced by the Corporation for distribution to members, potential members or members of the general public.

Responsibilities of Divisions

28. Divisions have the following responsibilities:

A. To follow and abide by the provisions of the Corporation's letters patent and these by-laws;

B. To abide by and take concrete actions to enforce the resolutions, policies and procedures adopted by the Corporation's membership and its Board of Directors that are relevant to the goals and objects of the division;

C. To present an accounting of all of its receipts and expenditures to the Corporation. All charitable tax receipts must be issued by the Corporation's head office.

Board of Directors

29. The function of the Board of Directors is to act as the governing body of the Corporation between membership meetings of the Corporation. The following powers are assigned to the Board of Directors:

A. To make policies when necessary and not in conflict with the resolutions adopted by the membership passed at a membership meeting;

B. To serve as a credentials committee;

C. To address any organizational problems presented to it by any member, chapter, Provincial or territorial affiliate, or division;

D. To decide appeals regarding the validity of elections in chapters, provincial or territorial affiliates, or divisions;

E. To adjudicate upon the validity of credentials of voters when questions regarding the validity of such credentials arise;

F. Under the leadership of the President and the Treasurer, to manage the assets, business affairs and other property of the Corporation;

G. To appoint such agents and engage such employees as it shall deem necessary from time-to-time. Such persons shall have such authority and perform such duties in exchange for such salaries and benefits as prescribed by the Board of Directors at the time of such appointment.

H. The Board of Directors may delegate the functions in clause G above to the President or any other officer from time-to-time;

I. To authorize expenditures on behalf of the Corporation from time-to-time which may be delegated by resolution to an officer or officers of the Corporation;

J. To enter into a trust arrangement with a bank or a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe;

K. To take such steps as they may deem necessary to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Corporation;

L. In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the Corporation may from time to time

I. Borrow money upon the credit of the Corporation;

II. Limit or increase the amount to be borrowed;

III. Issue debentures or other securities of the Corporation;

IV. Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and

V. Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation and the undertaking and rights of the Corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.;

M. To form committees, to appoint the chairperson of each committee and to determine the duties, and responsibilities required of each of the committees;

N. To administer such other affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and to exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

Composition of the Board of Directors

30. The Corporation shall be managed by a board of seven (7) directors consisting of the president, first Vice-President, second vice-president, secretary, treasurer and two directors without portfolio of whom five constitute a quorum. Directors must be blind, deaf-blind or partially sighted, over 18 years of age with power under law to contract.

Election of Directors

31. Directors shall be elected for a term of two (2) years.

A. The Directors will be elected by a majority vote of the active members during a membership meeting;

B. Any current director who wishes to run for any other office shall resign from their current office upon acceptance of the nomination for another position on the board in accordance with By-law 8. If the Corporation has not received the director's letter of resignation within thirty (30) days from the time the resignation is announced, the Board of Directors shall take disciplinary action pursuant to the provisions of By-law 18.

C. The president, second vice-president, secretary and one director without portfolio shall be elected during odd numbered years

D. The first vice-president, treasurer and one director without portfolio shall be elected during even numbered years.

Removal of Directors from Office

32(1). The office of director shall be automatically vacated in the event that:

A. A director resigns from his or her office by delivering a written resignation to the secretary and the president of the Corporation;

B. A member of the Board of Directors is found by a court or by two physicians who provide letters in writing to the Board of Directors to be of unsound mind;

C. A director becomes bankrupt or suspends payment or compounds with her/his creditors;

D. A special meeting of the members is called and a motion is passed by a two-thirds majority of the members present at the meeting that he or she be removed from office;

E. A board member is suspended or expelled as a member of the Corporation pursuant to the provisions of Bylaw 18; or

F. On the director's death.

(2) If a vacancy on the Board of Directors shall occur for any reason, the Board of Directors may fill the vacancy by majority vote with a blind or partially sighted active member of the Corporation until the next membership meeting.

Meetings of the Board of Directors

33. The Board of Directors may conduct business in the following ways:

A. Meetings of the Board of Directors may be held at any time and place within Canada. The time and location may be determined by the president or at the written request of any two (2) board members, provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting.

B. There shall be at least one meeting per year of the Board of Directors.

C. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat.

D. If a majority of the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director or directors may participate in a meeting of the board or of a committee of the board by means of such telephone conference or other communications facilities as permit all persons participating in the meeting to hear each other, and a director or directors participating in such a meeting by such means are deemed to be present at the meeting.

E. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors;

F. A resolution circulated by electronic mail which is approved by all of the directors who are entitled to vote on it is as valid as if it was passed at a meeting of directors.

G. A meeting of the Board of Directors may take place without written notice during or immediately following a membership meeting of the Corporation or in any other circumstances if all board members consent.

Remuneration of Directors

34. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of her/his duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer. No servants, employees or agents of the Corporation may serve as directors of the Corporation.

Retiring Directors

35. A retiring director shall remain in office until either:

A. The dissolution or adjournment of the membership meeting at which her/his retirement is accepted and his/her successor is elected;

B. Until the director resigns his/her position; or

C. If the director leaves office for any reason as prescribed in bylaw 33 above.

Indemnification of Officers and Directors

36. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time-to-time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

A. All costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his office or in respect of any such liability;

B. All other costs, charges and expenses that he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

Liability Insurance

37. The Board of Directors may purchase liability insurance to cover any acts or omissions of themselves or the Corporation's servants, agents or employees.

Membership Participation at Meetings of the Board of Directors

38(1). All board meetings of the Corporation are presumed to be open board meetings except as prescribed by law. The Board of Directors may establish procedures on the following issues:

A. Attendance of members at face-to-face board meetings;

B. The remuneration of members attending face-to-face board meetings;

C. Membership Participation at board meetings held by conference call to be borne by individual members; and

D. Such other matters that may arise from time to time, which may affect the administration of this bylaw.

(2) Members who attend meetings of the Board of Directors may not vote or speak on any motions unless they are invited to do so by the board members present at the meeting.

Officers

39. The officers of the Corporation shall be a president, first vice-president, second vice-president, secretary, treasurer, and two directors without portfolio.

Multiple Offices

40. The same person may hold any two offices between membership meetings of the Corporation. However, if a director holds two offices, the director is only entitled to one vote at meetings of the Board of Directors.

Duties of Officers

Powers of the President

41. The president shall be the chief executive officer of the Corporation. S/he will have the following additional responsibilities:

A. To preside at all meetings of the Corporation and of the Board of Directors;

B. To ensure that all membership resolutions are carried into effect;

C. To ensure that all orders and resolutions of the Board of Directors are carried into effect provided that they do not conflict with membership resolutions;

D. To have the primary responsibility for managing the affairs of the Corporation, including authorizing expenditures from the Corporation's treasury in accordance with the resolutions passed by the membership and the Board of Directors;

E. To coordinate all activities of the Corporation, including the work of other officers and of committees;

F. To hire, supervise, discipline and dismiss staff members, servants, agents and employees of the Corporation in consultation with the Board of Directors;

G. To determine, in consultation with the Board of Directors, the number and compensation of staff, servants and agents of the Corporation;

H. To take all administrative actions necessary and proper to put into effect the programs and accomplish the purposes of the Corporation;

I. To execute Contracts, documents or any instruments in writing requiring the signature of the Corporation, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The president may give the Corporation's power of attorney to any registered dealer in securities for the purpose of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid.

Duties of the First Vice-President:

42. The first vice-president shall, in the absence of the President or if the President is suspended or expelled under bylaw 18, the first vice-president shall perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be delegated to him/her by the president or the Board of Directors.

Duties of the Second Vice-President:

43. The second vice-president shall perform such duties and responsibilities as may be delegated to him/her by: the President, the first vice-president or the Board of Directors. S/he shall assume the duties of the president if both the president and first vice-president are suspended or expelled in accordance with bylaw 18.

Duties of the Treasurer:

44. The treasurer shall have the custody of the funds and securities of the Corporation. In addition:

A. S/he will keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the president or the Board of Directors from time-to-time.

B. S/he shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at regular meetings of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation.

C. The treasurer may delegate any of these responsibilities in this by-law to any employees, agents or servants of the Corporation while still assuming overall liability and responsibility for their work; and

D. S/he shall also perform such other duties as may from time to time be directed by the president or the Board of Directors.

Duties of the Secretary:

45. The secretary has the following duties:

A. The secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.

B. The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors;

C. The secretary shall be custodian of the seal of the Corporation which s/he shall deliver only when authorized by the president or the Board of Directors and to such person or persons as may be named by the president or Board of Directors; and

D. S/he shall perform such other duties as may be prescribed by the Board of Directors or the president.

Duties of the Directors without Portfolio:

46. The president or Board of Directors may assign duties to the directors without portfolio as required.

Membership Meetings

47. Any membership meetings shall be held at the head office of the Corporation or at any place in Canada as the president or the Board of Directors may determine and on such day or days as the president or the Board of Directors shall select. Membership meetings may also be held by teleconference, video conference or via the internet. In addition, a membership meeting may be called by having 33% of the active members sign a petition requesting a membership meeting along with the reasons therefore.

Business at Membership Meetings

48. At every membership meeting in addition to any other business that may be transacted, the report of the president, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year except where more than one membership meeting is held in a given year. In addition, the members may consider and transact any business either special or general at any meeting of the members. Ten per cent (10%) of members present in person at an annual meeting will constitute a quorum.

Notice of Membership Meetings

49. If a membership meeting is to be called, the secretary must provide 30 days written notice of the meeting to all active members of the Corporation.

Notice Of Special Business

50. Notice of any meeting where special business such as bylaw amendments, will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.

Errors and Omissions in Giving Notice of Membership Meetings

51. No error or omission in giving notice of any membership meeting or any adjourned membership meeting of the Corporation shall invalidate such meeting or make void any proceedings taken thereat. For the purposes of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his/her last address recorded on the books of the Corporation.

Voting at Membership Meetings

52. Every active member has the following rights at a membership meeting:

A. If s/he is present in person at a membership meeting of the Corporation, s/he has one vote on every question brought to the membership for consideration provided that membership dues are paid in accordance with bylaw 15;

B. In addition, each active member may cast up to five votes by proxy on behalf of other active members who are not present at the meeting provided that the issuer of the proxy has paid her/his membership dues in accordance with these bylaws;

C. Every active member of the Corporation who cannot attend a membership meeting of the Corporation may appoint one other active member to cast a proxy on his/her behalf.

D. Proxies may only be cast on questions listed in the notice of the membership meeting on such matters as:

I. Election for any position to the Board of Directors;

II. Amendment of the bylaws of the Corporation;

III. Any matter where the bylaws of the Corporation require that motions or actions taken by the Board of Directors be ratified by the membership; and

IV. Any issue designated by the Board of Directors as "special business"

E. Any active member who wishes to appoint another active member to exercise a proxy on that individual's behalf must contact said individual directly and submit written authorization of such appointment to the Secretary of the Corporation at least 14 days prior to the start of the meeting. The appointment of the proxy holder shall remain in force only for the duration of the meeting for which the appointment has been made.

F. In the case of an equality of votes on any question, including votes cast by persons present and by proxy, the question fails.

Resolutions at Membership Meetings

53. At all membership meetings of the Corporation, question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

Amendment of By-laws

54. The by-laws of the Corporation not embodied in the letters patent may be amended by resolution approved by an affirmative vote of at least two-thirds (2/3) of the members at a membership meeting provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. In addition, all bylaw amendments must be provided to the secretary sixty days prior to the meeting at which the amendments will be considered so that the Board of Directors may make a recommendation to the membership as to whether the amendment should be approved.

Auditors

55. The Treasurer, in consultation with the Board of Directors, shall, at one membership meeting per year, recommend an auditor to audit the accounts of the Corporation for report to the members at a membership meeting in the following year. This recommendation shall be ratified by the membership at a membership meeting. The auditor shall hold office until the first membership meeting in the ensuing year provided that the Board of Directors may fill any vacancy in the office of the auditor if required. The auditor's remuneration shall be negotiated by the president or his delegate.

Books and Records

56. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

Rules and Regulations

57. The President and the Board of Directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next membership meeting of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

Issues of Process at Board of Directors and Membership Meetings

58. Issues of process shall be resolved in accordance with "Robert's Rules of Order".